1. PLEASE READ THESE TERMS AND CONDITIONS OF SALE (THIS “AGREEMENT”) CAREFULLY.

IT CONTAINS THE SOLE TERMS AND CONDITIONS OF SALE THAT APPLY TO THE PURCHASE OF PRODUCTS (INCLUDING SOFTWARE) BY YOU (“CUSTOMER”) FROM our. THE COMPANY MAY CHANGE OR MODIFY THESE TERMS AND CONDITIONS OF SALE FROM TIME TO TIME WITHOUT NOTICE. THE MOST UPDATED TERMS AND CONDITIONS WILL BE AVAILABLE AT http://www.newark.com/terms-and-conditions. ANY DIFFERENT OR ADDITIONAL TERMS SET FORTH IN CUSTOMER’S PURCHASE ORDER OR SIMILAR COMMUNICATION ARE OBJECTED TO AND SHALL NOT BE BINDING ON THE COMPANY UNLESS A SEPARATE AGREEMENT HAS BEEN SIGNED BY AN AUTHORIZED OFFICER OF THE COMPANY. BY PLACING AN ORDER FOR PRODUCTS FROM THE COMPANY, OR BY ACCEPTING DELIVERY OF THE PRODUCTS DESCRIBED ON THE APPLICABLE PACKING SLIP, BILL OF LADING AND/OR INVOICE RECEIVED WITH THE PRODUCTS, CUSTOMER AGREES TO BE BOUND BY AND ACCEPT THE MOST UPDATED VERSION OF THESE TERMS AND CONDITIONS OF SALE UNLESS CUSTOMER AND COMPANY HAVE SIGNED A SEPARATE AGREEMENT, IN WHICH CASE THE SEPARATE AGREEMENT WILL GOVERN.

ANY GENERAL DESCRIPTION OF THE TYPES OF PRODUCTS AND RESULTS THEREOF POSTED ON ANY COMPANY SITE OR CATALOG DO NOT CONSTITUTE PART OF THE AGREEMENT BETWEEN COMPANY AND CUSTOMER.

Customer may order software from or through Company. Software may be provided by third parties, including support and maintenance related thereto. All such software and related services are offered by Company as a distributor or sales agent. The software is provided under the terms of the license attached to it or linked thereto, such as any shrink-wrap end user license agreement contained within the packaging of any software or the click-wrap or web-wrap end user license agreement (“EULA”) and is between Customer and such third party licensor. Customer is required to accept the EULA before downloading any software or before using any software delivered on physical media. If no such EULA is attached, the software is provided “AS IS.” Customer agrees to comply with the terms of such EULA with respect to the software. With respect to such software, Customer shall consider the third party to be the contracting party and such terms shall only be between Customer and such third party. Customer shall solely look to such third party with respect to such software. The Company is not liable for any losses or damages which may occur from the use of any such software and the Customer hereby releases Company from any and all claims arising from or related to the purchase or provision of such software. Notwithstanding the terms herein, software is licensed, and not sold. BY PLACING AN ORDER FOR SOFTWARE, CUSTOMER AGREES TO USE SUCH SOFTWARE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE APPLICABLE EULA FOR THAT SOFTWARE.

2. BUSINESS CUSTOMERS:

The Company is a business-to-business supplier. Its catalog and any specialogs and other product brochures produced by the Company are intended for use by business customers and not consumers. By ordering, the Customer represents and warrants that Customer is acquiring the products on behalf of a business and not as a consumer.

3. PRODUCT AVAILABILITY AND PRICING:

Product listings, specifications, availability, and pricing are subject to change without notice. Orders are not binding upon the Company until accepted by an authorized representative of the Company. Prices listed and charges discussed herein are in U.S. dollars. Some products may not be available for shipment outside the United States. The Company reserves the right to refuse service, terminate accounts or cancel orders in its sole discretion. If ordering from the Company’s catalog, the prices shown therein reflect the latest information available at the time of the printing of the catalog or uploading of an electronic catalog. Customers using electronic catalogs agree to immediately upload updated versions upon receipt from Company. Prices charged will be those prevailing when an order is placed regardless of method of order. Orders for products are sometimes accepted by the Company by dispatching the products provided, however, that dispatch will not be acceptance where the price for the products has been incorrectly quoted or referenced by the Customer in its order and the pricing error could have reasonably been recognized by the Customer as a mispricing. For scheduled deliveries over 60 days, the Company reserves the right to charge the Customer the price of the products at shipment if higher. The Company’s quoted prices do not reflect the cost of accommodating Customer’s purchases via credit card or any third-party procurement services, software or ecommerce providers and the Company may accordingly pass through the additional charges incurred as a result of Customer’s use of such purchasing methods. Prices shown do not include any Federal, State or local taxes or any present or future sales, use, excise, value-added or similar taxes. Where applicable, such taxes shall be billed as a separate item and paid by Customer. Orders are accepted with the understanding that such taxes will be added, as required by law. The Company charges local sales tax unless Customer has a valid sales tax exemption certificate on file with the Company. Selected products containing precious metals are subject to a surcharge.

4. PAYMENT TERMS:

Standard terms for Customers that are registered businesses and meet the Company’s credit criteria are Net 30 days from invoice date, unless otherwise agreed in writing by the Company or as may be stated in the product description, such as with respect to software downloads. All payments are due within 30 days of the invoice date, without any deductions or setoffs.

In the case of any software provided by the Company electronically for download by the Customer, following receipt of payment in cleared funds in full by the Company (or following the Customer’s purchase of any software pursuant to the terms of an existing credit agreement between the Customer and the Company), and subject to the Company’s completion of any necessary credit, anti-fraud or compliance checks or procedures, the Company will send to the Customer’s email address (as specified by the Customer at the time the Order was placed) an email containing (i) a hyperlink by which the software can be accessed and (ii) instructions enabling the Customer to activate the Software.

Invoices will be sent electronically to the email address provided during the account application process. This can be changed or a printed invoice requested by contacting the Accounts Receivable department (contact details can be found on the invoice). If a printed invoice or copy thereof is required, Company reserves the right to charge $1.00 per copy plus applicable postage and handling fees.

Notwithstanding the above, the Company reserves the right to request payment in advance or otherwise in accordance with the payment terms specified by the Company, in writing.

The Company shall have the right of set off and deduction for any sums owed. If Customer fails to pay by the due date, the Company may defer shipments until such payment is made and may, at its option, cancel all or any part of unshipped orders. The Company reserves the right to add a $20.00 service charge on all returned checks. Customer shall pay the Company all costs incurred by it in collecting any past due amount from Customer, including all court costs and attorney’s fees. Company may also charge interest (both before and after any judgment) on the amount unpaid at the rate of 5% per annum above the prime rate as published in the Wall Street Journal (or similar standard selected by Newark should that rate cease to be published) from the due date of payment until payment is made. If the foregoing collection and interest charges exceed that rate which may be lawfully charged under applicable law, then such charges shall be calculated so as not to exceed the lawful rate.

5. NEW ACCOUNTS/CUSTOMER’S FINANCIAL CONDITION:

A Customer that desires to open a credit account must furnish such information as requested by the Company. The Company reserves the right in its absolute discretion to grant, refuse or discontinue any extensions of credit, or reduce or suspend any credit limit at any time. Company also reserves the right to cancel any order, require payment in advance, or require the Customer to provide adequate assurance of performance, without any liability by the Company, in the event of the Customer’s insolvency, filing of a petition in bankruptcy, the appointment of a receiver or trustee for Customer, or the execution by Customer of an assignment for the benefit of creditors.

6. RETURNS AND CANCELLATIONS:

Returns: Please follow the simple procedures below to return product for replacement product or for a credit to Customer’s account, at Customer’s option:

Please contact a Customer Service Representative to obtain a Return Merchandise Authorization number (“RMA”) prior to returning product. Sorry, Company cannot accept any product returns without a RMA. For all non-warranty related returns:

Company will accept product returns only within 60 days of the date of original invoice to Customer;

If approved, Company will issue Customer an RMA number. No return of product will be accepted without a clearly visible RMA number marked on each carton;

Customer may not return orders for any non-standard products including, without limitation, products identified as non-cancelable and non-returnable ("NCNR”), products which are special orders, product purchased from a manufacturer specifically for Customer, products not customarily in stock, value-added products, products to be assembled from kit form and/or opened software (“Non-Standard Products”). Company will advise Customer at the time of order placement whether any product ordered is NCNR;

Return freight charges must be prepaid by Customer;

Product returned due to Customer error may be subject to restocking fee;

Company will not be responsible for returned Product lost in transit;

Software may only be returned in the original, unopened packaging within 14 days of the original invoice date. If the software is defective and the packaging is opened, it may only be exchanged for the identical title within such 14 days. Software downloads are not returnable;

Any ESD sensitive or MSL product returned that has not been handled properly will not be eligible for credit; and

Customer is deemed to have accepted the products unless written notice of rejection is received by Company within 3 days after delivery.

To reduce the risk of counterfeit product entering the supply chain:

Only product originally shipped by Company to Customer is eligible for return. By returning product to Company, Customer confirms that it acquired such product from Company and there has been no substitution in whole or part of same product from another supplier, distributor or other such source of the product;

All returned product must be in the original, unopened packaging and in resalable condition; and

Warranty related return procedures will be determined by the manufacturer’s warranty policy for the applicable product. Please review the documentation provided with the purchase, included with the product, or as may be available online from the manufacturer. In addition, Customer may contact a Customer Service Representative who may direct Customer to the applicable manufacturer for further details.

Cancellations: Please contact a Customer Service Representative to cancel an order. For all cancellations:

Customer may not cancel orders for Non-Standard Products;

Orders may not be cancelled or rescheduled after delivery by Company to the carrier; and

Company may cancel orders which have been accepted by giving notice of such cancellation to Customer.

7. INTERNATIONAL ORDERS:

Export orders requiring special handling, packaging, and documentation are subject to additional charges. Export orders are accepted on the basis of payment in advance of shipment by a check in China. funds, wire transfer, international money order or credit card. Prices are FCA Company Warehouse in accordance with Incoterms 2010 and do not include insurance, freight, brokerage, duty or taxes.

8. DESCRIPTIONS:

All specifications, drawings, illustrations, descriptions and particulars of weights, dimensions or capacity and other details including, without limitation, statements regarding compliance with legislation or regulation (together “Descriptions”) wherever they appear (including, without limitation, in catalogs, on web sites, on dispatch notes, invoices or packaging) are intended to give a general idea of the products, but will not form part of this Agreement. If the Descriptions of any products differ from the manufacturers’ description, the latter shall be deemed to be correct. The Company relies on such information, if any, as may have been provided to it by the manufacturers of the products and accepts no liability in contract or tort, or under statute, regulation or otherwise for any error in or omission from such Descriptions whether caused by the Company’s negligence or otherwise. The Company may make changes to the products as part of a program of improvement or to comply with legislation. 

9. PERSONAL DATA:

The Company’s privacy policy /terms-of-access outlines how and the purposes for which the Company manages, collects, use and transfers personal data.

10. FORCE MAJEURE:

The Company shall not be liable for loss or damage caused by any delay or failure to perform resulting in whole or in part from Acts of God, severe weather conditions, labor disruptions, governmental decrees or controls, insurrections, war, terrorist attack, risks, shortages, inability to procure or ship product or obtain permits and licenses, insolvency or other inability to perform by the manufacturer, delay in transportation, any other commercial impracticability and/or any circumstances beyond the control of the Company in its business operations.

11. GOVERNING LAW:

This Agreement and any sales hereunder shall be governed by the laws of the State of Illinois without regard to conflicts of law rules and venue shall be in the federal and state courts of Cook County, State of Illinois, United States of America. The parties expressly exclude the application of the 1980 United Nations Convention of Contracts for the International Sales of Goods, if otherwise applicable.

12. DISPUTE RESOLUTION:

ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT EXCLUSIVELY IN COOK COUNTY, ILLINOIS, AND CUSTOMER HEREBY CONSENTS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED THEREIN, SUBMIT TO THE JURISDICTION THEREOF AND WAIVE THE RIGHT TO CHANGE VENUE. CUSTOMER FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING. The rights and remedies provided Company under this Agreement are cumulative, are in addition to, and do not limit or prejudice any other right or remedy available at law or in equity.

13. SEVERABILITY:

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, such provision(s) shall be enforced to the fullest extent permitted by applicable law, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

14. WAIVER:

The Company’s failure to insist on performance of any term or condition contained in this Agreement, or failure to exercise any of the Company’s rights hereunder, shall not constitute a waiver of any of the Company’s rights or remedies under this Agreement.

15. NO THIRD PARTY BENEFIT:

The provisions set forth in this Agreement are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.